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Historical revision — this record as it stood on 3 July 2026, not the current version. View the current record →

Offering Risk

The risks described elsewhere in this category apply to the underlying real estate. Offering risk is different: it concerns the mechanics of the investment unit itself — how it can be held, transferred, and exited — independent of how well the underlying property performs. A well-performing property can still leave a unit holder facing the risks described below, because these risks arise from the structure of the offering, not from the condition of the asset.

Illiquidity is a design feature, and a risk

The Perpetual Equity Model is deliberately structured with no redemption window, no manager-initiated buyback facility, and no fixed exit date. This is presented elsewhere in this wiki as a structural benefit for long-term stewardship of an asset, because it removes the pressure to prepare a property for a forced sale at a predetermined date. The same design choice is, for an individual unit holder, a liquidity risk: an investor who needs to convert a unit into cash has no contractual mechanism to require the issuing entity to repurchase the unit, and no redemption queue to join. Both descriptions are accurate. The absence of a redemption mechanism is not a temporary limitation the company plans to remove — it is a permanent structural feature of the units being offered, and it should be evaluated as a risk by anyone considering whether the units are a suitable holding for their own liquidity needs.

No guarantee of finding a buyer

Because units are transferred through a private, bilateral secondary market rather than through an exchange or a company-operated facility, a unit holder seeking to sell is responsible for identifying a willing counterparty independently. There is no market maker, no listing on a public exchange for the equity units, and no assurance that a buyer will be available at any particular time or at any particular price. The secondary market for units in a specific, named asset is narrow by design — the number of potential counterparties for any single asset's units is inherently smaller than the market for a listed, exchange-traded security. A unit holder may be unable to sell within a desired timeframe, or may be able to sell only at a discount to the unit's most recent appraised or book value, particularly if the asset's performance has declined or if general market conditions for private real estate transactions have deteriorated.

Concentration risk

Because investment units are asset-specific rather than pooled across a diversified portfolio, a unit holder whose position is concentrated in a single named asset carries the full exposure of that one property's market, property, financing, and construction risk, without the diversification benefit that a pooled or multi-asset vehicle would provide. An investor who holds units in only one or a small number of assets is more exposed to a decline in the performance of any single property than an investor whose holdings are spread across many properties or many asset classes. Diversification across multiple named assets, where available, reduces — but does not eliminate — this concentration exposure, and diversification decisions are made by the investor, not by the issuing entity, because each investment unit is a separate holding rather than a share in a diversified fund.

No guarantee of return or capital preservation

Nothing in the structure of an investment unit — including the Interest Coverage Ratio distribution gate, the Narrow Banking Model's financing discipline, or the ring-fencing of asset-level debt — guarantees that distributions will be declared, that a unit will retain or increase its value, or that an investor will recover the capital invested. Distributions are paid only when declared from Distributable Income and are never guaranteed. Structural features described elsewhere in this wiki are risk-mitigants, not risk eliminators, and none of them should be read as a representation about future investment performance.

See also

Important Information

Important Information

Securities offering. Woodfine Capital Projects Inc. ("Woodfine") sponsors real-property direct-hold solutions. Interests in those solutions are offered only to investors who qualify under an applicable prospectus exemption — including the accredited-investor exemption under National Instrument 45-106 — Prospectus Exemptions, and equivalent exemptions in other applicable jurisdictions. Content on this wiki is provided for general informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. Any offering is made exclusively by means of the applicable Private Placement Memorandum, which prospective investors should review, together with their own professional advisors, before investing.

Scope. This wiki describes Woodfine's research methodology, geographic data platform, and related activities at a high level and is qualified in its entirety by the applicable Private Placement Memorandum and the governing documents of the relevant issuer.

Risk. Investment in real-property direct-hold solutions involves significant risk, including possible loss of capital. Past performance is not indicative of future results. References to structural features such as advisory fees, transferability, and net asset value methodology describe the contractual terms of the direct-hold solutions and are not representations as to investment outcomes or returns.

Forward-looking statements. Statements that are not historical facts may constitute forward-looking information within the meaning of applicable Canadian securities laws. Such statements are subject to known and unknown risks, uncertainties and assumptions, and actual results may differ materially. Woodfine undertakes no obligation to update such statements except as required by law.

Registration. Registrable activities of Woodfine and its affiliates are conducted, where required, under the applicable registration categories prescribed by the British Columbia Securities Commission and other Canadian securities regulators. Specific registration details are available on request.

Jurisdiction. Woodfine Capital Projects Inc. is organized in British Columbia, Canada. References to the Sovereign Data Foundation on this wiki describe a planned or intended initiative only, not a current equity holder or active governance body.

Trademarks. See TRADEMARK.md in this repository for the full trademark notice.

Changes to this notice. Woodfine may update this notice from time to time; the version posted on this page governs.

Not a filing system. This wiki is not a securities filing system, an electronic disclosure repository, or a substitute for SEDAR+ or any other regulatory filing system. Formal securities filings are made through the applicable regulatory filing system, not through this wiki.

Full disclaimer. This notice supplements, and does not replace, the full Disclaimers article. In the event of any conflict, the full Disclaimers article governs.

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